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2.05    Conduct of Meetings 

A.        Six members of the Board shall constitute a quorum  Iowa Code § 17A.2(1).  The number of votes required to constitute a majority for a given purpose shall be a majority of those present, assuming a quorum.  Except where otherwise required by statute, the Board shall conduct its meetings according to Robert's Rules of Order. 

B.       Open Meetings 

The following language excerpts and paraphrases key provisions applying to the Board as found in Iowa Code § 21. 

1.      All actions and discussion at meetings of the Board of Regents, committees formally and directly created by the Board of Regents, and those multi-membered bodies to which the Board or a president of a university has delegated the responsibility for the management and control of intercollegiate athletic programs, whether formal or informal, shall be conducted and executed in open session, except for the reasons specifically provided in Iowa Code § 21 for holding a closed session.  

"Meeting", means a gathering in person or by electronic means, formal or informal, of a majority of the members of the Board or its committees where there is deliberation or action upon any matter within the scope of the body's policy-making duties.  Meetings shall not include a gathering of members of the Board or its committees for purely ministerial or social purposes when there is no discussion of policy or no intent to avoid the purposes of this chapter. 

"Open session" means a meeting to which all members of the public have access. 

2.      Meetings of the board or committees shall be preceded by a public notice of the time, date, and place of each meeting and a tentative agenda in a manner reasonably calculated to apprise the public of that information.  Such notice includes advising news media who have filed a request for notice with the Board or committee and shall be given at least 24 hours prior to the commencement of any meeting.  The manner of notice and site for the board meeting shall be as outlined in Iowa Code § 21.4.  

Any formally constituted  committee of the Board may conduct a meeting without notice as required in the law during a lawful meeting of the Board of Regents, a recess in that meeting, or immediately following the meeting, if the meeting of the committee is publicly announced at the Board meeting and the subject of the meeting reasonably coincides with the subjects discussed or acted upon by the Board. 

3.      The Board and every committee governed by Iowa Code § 21 shall keep minutes of each of its meetings showing the date, time, place, members present, and the action taken at each meeting.  The minutes shall show the results of each vote taken, and the vote of each member present shall be made public at the open session.  The minutes shall be public records open to public inspection.  

C.       Closed Session 

1.    The Board and committees governed by Iowa’s open meetings law may hold a closed session only by affirmative public vote of either two-thirds of the members of the body or all of the members present at the meeting.  The Board or committee may hold a closed session only to the extent a closed session is necessary for any reason defined in Iowa Code § 21.5. 

2.    In addition to reasons defined by Iowa Code § 21.5 for holding a closed session, negotiating sessions, strategy meetings of public employers or employee organizations, mediation, and the deliberative process of arbitrators shall be exempt from the provisions of Chapter 21.  However, the employee organization shall present its initial bargaining position to the public employer at the first bargaining session.  The public employer shall present its initial bargaining position to the employee organization at the second bargaining session, which shall be held no later than two weeks following the first bargaining session.  Both sessions shall be open to the public and subject to the provisions of the open meetings law.  Hearings conducted by arbitrators shall be open to the public.  (Iowa Code § 20.17(3))  

3.    The vote of each Board member on the question of holding the closed session and the reason for holding the closed session by reference to a specific exemption under the law shall be announced publicly at the open session and entered into the minutes.  The  Board shall not discuss any business during a closed session that does not directly relate to the specific reason announced as justification for the closed session.  

4.     Final action by the Board on any matter shall be taken in an open session unless some other provision of the  Iowa Code expressly permits such actions to be taken in closed session.  

5.    The Board and committees shall keep detailed minutes of all discussions, persons present, and action occurring in a closed session and shall also tape record all of the closed session.  The detailed minutes and tape recording of a closed session shall be sealed and shall not be open to public inspection.  

The Board shall keep the detailed minutes and tape recording of any closed session for a period of at least one year from the date of the meeting.  A special provision exists, however, for the minutes and tape recording of a session closed to discuss the purchase of real estate.  These recordings and minutes shall be available for public examination when the transaction discussed is completed. 

D.        Board Procedures for Holding a Closed Meeting 

The procedure for calling a closed session will begin with the president of the Board determining whether a suggested topic is a proper one for a closed session in accordance with the reasons given for holding such a session, as detailed above.  The president will notify the Board in public session that such a request has been made and will identify by letter or topic the specific exemption for holding a closed session and then request a roll call vote which, in accordance with the law, will require an affirmative vote of two-thirds of the Board or all of the members present before the closed session can be approved. 

At the beginning of the closed session, the president will inform the Board more specifically of the topic of the session.  The topic will not be considered in closed session if one-third of the Board members present object.  The minutes of the regular Board meeting will reflect the roll call vote for the closed session and the time at which the closed session began and ended.  If the same topic is continued at another closed session during the same regular monthly Board meeting, or prior to the next meeting of the Board of Regents, the president may announce it as a continuation and not require another roll call vote.

E.       Electronic Meetings 

The Board  may conduct a meeting by electronic means as provided by law.  

F.       The business of the institutions shall be presented to the Board by the institutional executives.